<PAGE>
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
Hawk Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
420089 10 4
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 113d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE> 2
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman C. Harbert
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 123,064
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
<PAGE>
<PAGE> 3
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harbert Family Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,107,561
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
<PAGE>
<PAGE> 4
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald E. Weinberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,795
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weinberg Family Limited Partnership
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,078,153
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 6
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Byron S. Krantz
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,096
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 7
<TABLE>
SCHEDULE 13D
CUSIP NO. 420089 10 4
<S> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Krantz Family Limited Partnership
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,699,545
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 243,876
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,699,545
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 3
CUSIP No. 420089 10 4
This original Schedule 13D Statement is filed jointly on behalf of Norman
C. Harbert; the Harbert Family Limited Partnership, an Ohio limited
partnership; Ronald E. Weinberg; the Weinberg Family Limited Partnership, an
Ohio limited partnership; Byron S. Krantz and the Krantz Family Limited
Partnership, an Ohio Limited Partnership, for the purpose of reporting the
ownership of shares of Class A Common Stock, $0.01 par value per share, of Hawk
Corporation, a Delaware corporation.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of Class A Common Stock,
$0.01 par value per share (the "Shares"), of Hawk Corporation, a Delaware
corporation ("Hawk"), which has its principal executive offices at 200 Public
Square, Suite 30-5000, Cleveland, Ohio 44114.
Item 2. Identity and Background.
(a) The persons filing this Schedule 13D are Norman C. Harbert; the
Harbert Family Limited Partnership, an Ohio limited partnership ("HFLP");
Ronald E. Weinberg; the Weinberg Family Limited Partnership, an Ohio limited
partnership ("WFLP"); Byron S. Krantz and the Krantz Family Limited
Partnership, an Ohio limited partnership ("KFLP") (collectively, the "Investor
Group"). Norman C. Harbert, Ronald E. Weinberg and Byron S. Krantz are the
managing general partners of HFLP, WFLP and KFLP, respectively.
(b) The address of Mr. Harbert, HFLP, Mr. Weinberg and WFLP is 200 Public
Square, Suite 30-5000, Cleveland, Ohio 44114. The address of Mr. Krantz and
KFLP is 1375 E. Ninth Street, Suite 20, Cleveland, Ohio 44114.
(c) HFLP was established by Mr. Harbert for estate planning purposes.
Mr. Harbert's principal occupation is Chairman of the Board, Chief Executive
Officer and President of Hawk.
WFLP was established by Mr. Weinberg for estate planning purposes.
Mr. Weinberg's principal occupation is Vice-Chairman of the Board and Treasurer
of Hawk.
KFLP was established by Mr. Krantz for estate planning purposes. Mr.
Krantz is a partner in the law firm of Kohrman Jackson & Krantz P.L.L. and is
the Secretary of Hawk.
(d) Negative with respect to each member of the Investor Group.
(e) Negative with respect to each member of the Investor Group.
<PAGE>
<PAGE> 9
CUSIP No. 420089 10 4
(f) Messrs. Harbert, Weinberg and Krantz are citizens of the United
States of America. HFLP, WFLP and KFLP are limited partnerships organized
under the laws of the State of Ohio.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein were acquired by each member of the Investor
Group more than 60 days prior to the filing of this Schedule 13D. The Shares
reported herein are being reported at this time because Hawk's Registration
Statement on Form S-1 (Registration No. 333-40535) for the Shares was declared
effective on May 11, 1998, and the Shares are now registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Item 4. Purpose of Transaction.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D, no member of the Investor Group presently has plans or proposals
that relate to or would result in any of the following:
(i) the acquisition or, except as set forth in this Item 4, the
disposition of securities of Hawk;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Hawk;
(iii) the sale or transfer of a material amount of assets of Hawk;
(iv) any change in the present board of directors or management of Hawk;
(v) a material change in the present capitalization or dividend policy
of Hawk;
(vi) a material change in the business or corporate structure of Hawk;
(vii) a change to the Second Amended and Restated Certificate of
Incorporation or Amended and Restated By-laws of Hawk or an impediment to the
acquisition of control of Hawk by any person;
(viii)the delisting from the New York Stock Exchange of the Shares;
(ix) a class of equity securities of Hawk becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or
(x) any action similar to any of those enumerated in (i) through (ix)
above.
<PAGE>
<PAGE> 10
CUSIP No. 420089 10 4
Mr. Harbert and Mr. Weinberg have each granted to the underwriters of the
initial public offering of the Shares an option to purchase up to 62,500
Shares. The option may be exercised by the underwriters at any time prior to
June 10, 1998.
The members of the Investor Group are also the beneficial owners of all of
Hawk's outstanding Series D Preferred Stock, $0.01 par value, with a
liquidation value of $1,000 per share. Mr. Harbert and HFLP own 539 and 150
shares of Series D Preferred Stock, respectively. Mr. Weinberg and WFLP own
539 and 150 shares of Series D Preferred Stock, respectively. Mr. Krantz and
KFLP own 119 and 33 shares of Series D Preferred Stock, respectively.
The holders of the Series D Preferred Stock have the right to elect a
majority of the members of Hawk's Board of Directors and to vote separately as
a class on any proposal to effect a fundamental corporate change (such as a
merger, consolidation, recapitalization or sale of all or substantially all of
the assets of Hawk) that is submitted to the stockholders of Hawk for a vote.
The voting rights of the shares of Series D Preferred Stock will terminate: (1)
as to any of the Harbert, Weinberg or Krantz family groups owning such shares
on May 15, 1998 (each, a "Family Group") in the event that such Family Group
sells or otherwise ceases to control more than 50% of the total number of
shares of Class A Common Stock owned by it on May 15, 1998; (2) as to all of
such shares upon the earlier to occur of (a) the date of death of the last to
die of Mr. Harbert, his son (Carl J. Harbert, II), Mr. Weinberg or his son
(Ronald E. Weinberg, Jr.) or (b) the date that both the Harbert and Weinberg
Family Groups sell or cease to control more than 50% of the total number of
shares of Class A Common Stock owned by them on May 15, 1998; and (3) as to any
of the Family Groups in the event of the breach by such Family Group of the
restrictions on transfer of the Series D Preferred Stock.
The shares of Series D Preferred Stock owned by the members of the
Investor Group may only be sold or transferred between any of the Family Groups
or any of the members of such Family Groups. Any Family Group that sells or
transfers shares of Series D Preferred Stock in violation of such transfer
restrictions and any transferee receiving such shares will not be entitled to
vote.
Each member of the Investor Group reserves the right to modify its plans
and proposals described in this Item 4. Further, subject to applicable laws
and regulations, they may formulate plans and proposals that may result in the
occurrence of an event set forth in (i) through (x) above or in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
<PAGE>
<PAGE> 11
CUSIP No. 420089 10 4
and Exchange Commission by Hawk, there are 9,187,750 Shares outstanding
(assuming the exercise of all warrants and their conversion to Shares).
Mr. Harbert owns 123,064 Shares, or approximately 1.3%, of the
outstanding Shares, and HFLP owns 1,107,561 Shares, or approximately 12.1%, of
the outstanding Shares. As the managing general partner of HFLP, Mr. Harbert
may be deemed to beneficially own all such Shares.
Mr. Weinberg owns 119,795 Shares, or approximately 1.3%, of the
outstanding Shares, and WFLP owns 1,078,153 Shares, or approximately 11.7%, of
the outstanding Shares. As the managing general partner of WFLP, Mr. Weinberg
may be deemed to beneficially own all such Shares.
Mr. Krantz owns 27,096 Shares, less than 1%, of the outstanding Shares,
and KFLP owns 243,876 Shares, or approximately 2.7%, of the outstanding Shares.
As the managing general partner of KFLP, Mr. Krantz may be deemed to
beneficially own all such Shares.
(b) As described in Item 6, Mr. Harbert, as an individual and as the
managing general partner of HFLP, has the shared power to vote, or to direct
the voting of, the Shares owned by himself, HFLP, and the other members of the
Investor Group, and the sole power to dispose of, or to direct the disposition
of, the Shares owned by himself and HFLP.
As described in Item 6, Mr. Weinberg, as an individual and as the managing
general partner of WFLP, has the shared power to vote, or to direct the voting
of, the Shares owned by himself, WFLP, and the other members of the Investor
Group, and the sole power to dispose of, or to direct the disposition of, the
Shares owned by himself and WFLP.
As described in Item 6, Mr. Krantz, as an individual and as the managing
general partner of KFLP, has the shared power to vote, or to direct the voting
of, the Shares owned by himself, KFLP, and the other members of the Investor
Group, and the sole power to dispose of, or to direct the disposition of, the
Shares owned by himself and KFLP.
Pursuant to the Stockholders' Voting Agreement, as amended, which is
described in Item 6, the members of the Investor Group may be deemed a group
under Rule 13d-5(b), promulgated under the Exchange Act, with respect to all
2,699,545 of the Shares owned by the members of the Investor Group.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
<PAGE> 12
CUSIP No. 420089 10 4
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The members of the Investor Group are parties to a Stockholders' Voting
Agreement, effective as of November 27, 1996, that as amended provides that to
the extent that any of them is the legal or beneficial owner of any shares of
voting stock of Hawk, including any shares of Class A Common Stock or Series D
Preferred Stock, they will vote those shares (1) in favor of electing Messrs.
Harbert, Weinberg and Krantz (so long as each desires to serve) or their
respective designees to the Board of Directors of Hawk, (2) in favor of
electing such other directors to the Board of Directors as a majority of
Messrs. Harbert, Weinberg and Krantz or their respective designees shall direct
and (3) with respect to such matters as are submitted to a vote of the
stockholders of Hawk as a majority of Messrs. Harbert, Weinberg and Krantz or
their respective designees shall direct. If any of Messrs. Harbert, Weinberg
or Krantz or their respective affiliates sells more than 50% of Hawk's Class A
Common Stock beneficially owned by such individual on May 15, 1998, the
obligation of the other parties to continue to vote their shares of Class A
Common Stock and Series D Preferred Stock for the selling stockholder or his
designee as a director will terminate. The agreement will terminate upon the
first to occur of the mutual written agreement of the parties to terminate the
agreement or the death of the last to die of Messrs. Harbert, Weinberg or
Krantz or their respective designees; provided that the provisions described in
clauses (1) and (2) above will terminate sooner in the event that none of
Messrs. Harbert, Weinberg and Krantz (or any designee thereof) remains on the
Board of Directors. Copies of the Stockholders' Voting Agreement and the
amendment thereto are attached hereto as Exhibit 7.1 and 7.2 and are
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Stockholders' Voting Agreement, by and among Hawk
Corporation, a Delaware corporation, Norman C. Harbert, the
Harbert Family Limited Partnership, an Ohio limited
partnership, Ronald E. Weinberg, the Weinberg Family
Limited Partnership, an Ohio limited partnership, Byron S.
Krantz and the Krantz Family Limited Partnership, an Ohio
limited partnership, dated as of November 27, 1996
Exhibit 7.2 Amendment to Stockholders' Voting Agreement, dated January
5, 1998
Exhibit 7.3 Joint Filing Agreement
<PAGE>
<PAGE> 13
CUSIP No. 420089 10 4
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1998
By: /s/ Norman C. Harbert
----------------------
Norman C. Harbert
HARBERT FAMILY LIMITED PARTNERSHIP
By: /s/ Norman C. Harbert
-----------------------
Norman C. Harbert, Managing General Partner
<PAGE>
<PAGE> 14
CUSIP No. 420089 10 4
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1998
By: /s/ Ronald E. Weinberg
-------------------------------
Ronald E. Weinberg
WEINBERG FAMILY LIMITED PARTNERSHIP
By:/s/ Ronald E. Weinberg
--------------------------------
Ronald E. Weinberg, Managing General Partner
<PAGE>
<PAGE> 15
CUSIP No. 420089 10 4
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1998
By: /s/ Byron S. Krantz
------------------------------
Byron S. Krantz
KRANTZ FAMILY LIMITED PARTNERSHIP
By:/s/ Byron S. Krantz
-------------------------------
Byron S. Krantz, Managing General Partner
<PAGE>
<PAGE> 16
CUSIP No. 420089 10 4
Exhibit Index
Exhibit 7.1 Stockholders' Voting Agreement, by and among Hawk Corporation, a
Delaware corporation, Norman C. Harbert the Harbert Family
Limited Partnership, an Ohio limited partnership, Ronald E.
Weinberg, the Weinberg Family limited partnership, an Ohio
limited partnership, Byron S. Krantz and the Krantz Family
Limited Partnership, an Ohio limited partnership, dated as of
November 27, 1996
Exhibit 7.2 Amendment to Stockholders' Voting Agreement dated January 5,
1998
Exhibit 7.3 Joint Filing Agreement
<PAGE>
<PAGE> 1 Exhibit 7.1
STOCKHOLDERS' VOTING AGREEMENT
THIS STOCKHOLDERS' VOTING AGREEMENT ("Agreement") is made and entered into
as of this 22nd day of November, 1996, by and among HAWK CORPORATION, a
Delaware corporation (the "Company"), NORMAN C. HARBERT ("Harbert"), the
HARBERT FAMILY LIMITED PARTNERSHIP, an Ohio limited partnership ("Harbert
FLP"), RONALD E. WEINBERG, SR. ("Weinberg"), the WEINBERG FAMILY LIMITED
PARTNERSHIP, an Ohio limited partnership ("Weinberg FLP"), BYRON S. KRANTZ
("Krantz") and the KRANTZ FAMILY LIMITED PARTNERSHIP, an Ohio limited
partnership ("Krantz FLP").
WHEREAS, Harbert, Weinberg and Krantz are the managing general partners of
Harbert FLP, Weinberg FLP and Krantz FLP, respectively;
WHEREAS, Harbert FLP, Weinberg FLP, Krantz FLP, Harbert, Weinberg and
Krantz are referred to herein collectively as the "Stockholders" and
individually as a "Stockholder;"
WHEREAS, as of the Effective Date (as defined below), each Stockholder
will be the legal and beneficial owner of the number of shares of Class A
Common Stock, par value $0.01 per share, of the Company ("Common Stock"), set
forth opposite his or its name on Annex I attached hereto and incorporated
herein by reference;
WHEREAS, each of Harbert, Weinberg and Krantz is currently a director of
the Company;
WHEREAS, Carl J. Harbert II, Ronald E. Weinberg, Jr. and Marc C. Krantz
are the sons and designated successors of Harbert, Weinberg and Krantz,
respectively, for purposes of this Agreement and are referred to herein
collectively as the "Designated Successors" and individually as a "Designated
Successor;"
WHEREAS, the parties believe that it is in their mutual best interest (i)
that qualified persons serve the Company as members of its board of directors
(the "Board of Directors") to provide advice as to the Company's management,
policies, administration and development and (ii) to make provision for the
voting of the Common Stock and any other class of capital stock of the Company
entitled to vote (together with the Common Stock, "Voting Stock") held by the
Stockholders and certain other matters concerning the governance of the
Company; and
WHEREAS, the parties desire to set forth their understandings and
agreements in writing;
<PAGE>
<PAGE> 2
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
promises hereinafter set forth and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Scope and Term of Agreement.
1.1 Scope of Agreement. This Agreement shall govern (i) the voting
of all shares of Voting Stock of which any party to this Agreement is now or
hereafter becomes the legal or beneficial owner, including, without limitation,
any shares of Voting Stock acquired upon the exercise of any stock options
issued by the Company, and (ii) all action taken by any of the Stockholders
with respect to any matter submitted to a vote of the stockholders of the
Company. For purposes of this Agreement, the term "beneficial owner" shall
have the meaning assigned to such term in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended. For purposes of this Agreement,
it is hereby understood and agreed that Harbert, Weinberg and Krantz are, and
that (upon succeeding to the rights and obligations of their respective fathers
hereunder) the Designated Successors will be, the beneficial owners of the
shares of Common Stock now or hereafter owned by Harbert FLP, Weinberg FLP and
Krantz FLP (or the successors thereof), respectively.
1.2 No Restrictions on Transfer of Stock. This Agreement shall not
restrict in any manner whatsoever the sale, transfer, pledge or other
disposition of the shares of Voting Stock owned by any Stockholder.
1.3 Effective Date; Term of Agreement. This Agreement shall become
effective only upon the date of consummation of the offering of 10 1/4% Senior
Notes due 2003 contemplated by that certain Offering Memorandum of the Company
dated November 22, 1996, as amended from time to time (the "Effective Date"),
and shall continue until terminated pursuant to Section 1.4 hereof.
1.4 Termination of Agreement. This Agreement shall terminate upon
the first to occur of (i) the death of the last of the Designated Successors
having any rights or obligations hereunder or (ii) the mutual written agreement
of all the parties hereto to terminate this Agreement; provided, however, that
the provisions of Sections 2.1 and 2.2 hereof shall terminate sooner in the
event that none of Harbert, Weinberg and Krantz (or any designee thereof)
remains on the Board of Directors.
2. Election of Directors and Other Stockholder Matters.
2.1 Election of Harbert, Weinberg, Krantz and Designated Successors
as Directors. Subject to Section 2.4 hereof, each Stockholder agrees to take,
or cause any persons or entities under his or its control to take, all
<PAGE>
<PAGE> 3
necessary or desirable actions within his, its or such person's or entity's
control (whether as a director, member of a committee of the Board of Directors
or officer of the Company and including, without limitation, voting all shares
of Voting Stock under his or its direction or control and, to the extent
permitted by the certificate of incorporation or by-laws of the Company, each
as then in effect, executing and delivering written consents of stockholders
and calling special stockholders' meetings) to elect to the Board of Directors,
to the extent that he desires to serve, (i) each of Harbert, Weinberg and
Krantz (or such other person as Harbert, Weinberg or Krantz or, in the event of
the death or resignation of any one of them, his Designated Successor, may
designate in his stead), and (ii) following the death or resignation of any of
Harbert, Weinberg or Krantz, his Designated Successor.
2.2 Election of Other Directors. Each Stockholder agrees to take,
or cause any persons or entities under his or its control to take, all
necessary or desirable actions within his, its or such person's or entity's
control (whether as a director, member of a committee of the Board of Directors
or officer of the Company and including, without limitation, voting all shares
of Voting Stock under his or its direction or control and, to the extent
permitted by the certificate of incorporation or by-laws of the Company, each
as then in effect, executing and delivering written consents of stockholders
and calling special stockholders' meetings) to elect to the Board of Directors
such directors (other than Harbert, Weinberg and Krantz or any designees
thereof, the election of which shall be governed by Section 2.1 hereof) as a
majority of Harbert, Weinberg and Krantz (or, in the event of the death or
resignation of any one of them, his Designated Successor) shall direct.
2.3 Other Stockholder Matters. Each Stockholder agrees to take, or
cause any persons or entities under his or its control to take, all necessary
or desirable actions within his, its or such person's or entity's control
(whether as a director, member of a committee of the Board of Directors or
officer of the Company and including, without limitation, voting all shares of
capital stock of the Company (to the extent entitled to vote) under his or its
direction or control and, to the extent permitted by the certificate of
incorporation or by-laws of the Company, each as then in effect, executing and
delivering written consents of stockholders and calling special stockholders'
meetings) with respect to such matters as are submitted to a vote of the
stockholders of the Company (other than the election of directors, which shall
be governed by Sections 2.1 and 2.2 hereof) as a majority of Harbert, Weinberg
and Krantz (or, in the event of the death or resignation of any one of them,
his Designated Successor) shall direct.
2.4 Effect of Sale of Shares. In the event that any of Harbert,
Weinberg and Krantz (or any Designated Successor who succeeds to the rights and
obligations of his father hereunder) ceases to be the beneficial owner of fifty
percent (50%) of the shares of Common Stock that he is currently the beneficial
owner of, then he (and his Designated Successor) shall cease to have the right
<PAGE>
<PAGE> 4
under Section 2.1 hereof to be elected (or have a designee elected) to the
Board of Directors; provided that, notwithstanding his (or his Designated
Successor's) ceasing to have such right under Section 2.1 hereof, he (or his
Designated Successor) shall continue to be obligated to take such actions as
are required of him under Sections 2.1, 2.2 and 2.3 hereof.
2.5 Agreement of the Company. The Company hereby agrees that it
shall not give effect to any vote cast or other action taken by any Stockholder
with respect to any matter submitted to a vote of the stockholders of the
Company, unless such vote or action is in accordance with the terms of this
Agreement.
3. Remedies.
3.1 Specific Performance. The parties hereto agree that the failure
of any party to observe the obligations provided by this Agreement will result
in irreparable damage to the non-defaulting party and that the non-defaulting
party may seek specific performance of such obligations in any state or federal
court having subject matter jurisdiction and located in Cleveland, Ohio.
3.2 Submission to Jurisdiction; Consent to Service of Process;
Venue. For the purpose of any action or proceeding instituted with respect to
this Agreement, each party other than the Company hereby irrevocably submits to
the jurisdiction of any state or federal court having subject matter
jurisdiction and located in Cleveland, Ohio. Each party other than the Company
also irrevocably consents to the service or process out of said courts by
mailing a copy thereof, by registered mail, postage prepaid, to such party at
his or its address set forth in Section 4.1 hereof or at such other address
furnished to the other parties hereto in the manner provided in Section 4.1
hereof, and each party hereby agrees that such service, to the fullest extent
permitted by law (i) shall be deemed in every respect effective service of
process upon him or it in any such suit, action or proceeding and (ii) shall be
taken and held to be valid personal service upon and personal delivery to him
or it. Each party other than the Company also hereby irrevocably waives, to
the fullest extent permitted by law, any objection which he or it may have or
hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court located in Cleveland, Ohio and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. Notwithstanding anything in this Agreement
to the contrary, the Company shall have the right to serve process in any
manner permitted by law and to bring an action or proceeding in respect hereof
in any country, state, county or place having jurisdiction over such action.
4. Miscellaneous Provisions.
4.1 Notices. All notices or other forms or communication between or
among any of the parties shall be given in writing and sent by registered or
<PAGE>
<PAGE> 5
certified U.S. mail, return receipt requested, first-class postage prepaid, or
personally delivered, to such party at the address set forth below unless
notice of a change of address is furnished to the other parties in the manner
provided in this Section:
If to any Stockholder: The address set forth next to his or
its name on Annex I hereto.
If to Harbert or Weinberg: c/o Hawk Corporation
200 Public Square, Suite 29-2500
Cleveland, Ohio 44114
If to Krantz: c/o Kohrman Jackson & Krantz P.L.L.
One Cleveland Center, 20th Floor
Cleveland, Ohio 44114
If to the Company: Hawk Corporation
200 Public Square, Suite 29-2500
Cleveland, Ohio 44114
Attention: Norman C. Harbert
4.2 Amendment. No change in, modification of or amendment to this
Agreement shall be valid unless the same is in writing and signed by all
parties hereto.
4.3 Waiver. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the person against whom it is sought to
be enforced. The failure of any party at any time to insist upon strict
performance of any condition, promise, agreement and understanding set forth
herein shall not be construed as a waiver or relinquishment of the right to
insist upon strict performance of the same condition, promise, agreement or
understanding at a future date.
4.4 Assignment. No party may assign any of his or its rights or
obligations under this Agreement without the written consent of all other
parties hereto.
4.5 Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
beneficiaries, legatees, distributees, estates, executors, administrators,
personal representatives, successors and permitted assigns, as the case may be.
4.6 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made and to be performed entirely within that State.
4.7 Severability. The invalidity or unenforceability of any
<PAGE>
<PAGE> 6
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
4.8 Integration. This Agreement sets forth all of the promises,
agreements, conditions and understandings among the parties hereto with respect
to the subject matter hereof, and supersedes and is intended to be an
integration of any and all prior agreements or understandings with respect
thereto.
4.9 Execution in Counterparts. This Agreement may be executed by
any one or more of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
HAWK CORPORATION
By: /s/ Byron S. Krantz
------------------------
Its: Secretary
/s/ Norman C. Harbert
------------------------
NORMAN C. HARBERT, individually
HARBERT FAMILY LIMITED PARTNERSHIP
By:/s/ Norman C. Harbert
------------------------
Norman C. Harbert,
its Managing General Partner
/s/ Ronald E. Weinberg
------------------------
RONALD E. WEINBERG, individually
<PAGE>
<PAGE> 7
WEINBERG FAMILY LIMITED PARTNERSHIP
By:/s/ Ronald E. Weinberg
------------------------
Ronald E. Weinberg,
its Managing General Partner
/s/ Byron S. Krantz
------------------------
BYRON S. KRANTZ, individually
KRANTZ FAMILY LIMITED PARTNERSHIP
By:/s/ Byron S. Krantz
------------------------
Byron S. Krantz,
its Managing General Partner
<PAGE>
<PAGE> 8
ANNEX I
to Stockholders' Voting Agreement
Name and Address of Stockholder Shares of Common Stock Owned
- ------------------------------- ----------------------------
Norman C. Harbert 38,101
P.O. Box 127
Hiram, Ohio 44234
Harbert Family Limited Partnership 342,905
P.O. Box 127
Hiram, Ohio 44234
Ronald E. Weinberg 37,089
982 Chestnut Run
Gates Mills, Ohio 44040
Weinberg Family Limited Partnership 333,800
982 Chestnut Run
Gates Mills, Ohio 44040
Byron S. Krantz 8,389
825-50 Windward #25K
Aurora, Ohio 44202
Krantz Family Limited Partnership 75,505
825-50 Windward #25K
Aurora, Ohio 44202
<PAGE>
<PAGE> 1
Exhibit 7.2
Hawk Logo
January 5, 1998
Mr. Norman C. Harbert
Harbert Family Limited Partnership
c/o Hawk Corporation
200 Public Square, Suite 30-5000
Cleveland, Ohio 44114
Mr. Ronald E. Weinberg
Weinberg Family Limited Partnership
c/o Hawk Corporation
200 Public Square, Suite 30-5000
Cleveland, Ohio 44114
Byron S. Krantz, Esq.
Krantz Family Limited Partnership
c/o Kohrman Jackson & Krantz P.L.L.
One Cleveland Center, 20th Floor
Cleveland, Ohio 44114
Re: Form of First Amendment of Stockholders' Voting Agreement
Gentlemen:
This letter will amend that certain Stockholders' Voting Agreement,
effective as of November 27, 1996, by and among Hawk Corporation, a Delaware
corporation (the "Company"), Norman C. Harbert ("Harbert"), the Harbert Family
Limited Partnership, an Ohio limited partnership ("Harbert FLP"), Ronald E.
Weinberg, Sr. ("Weinberg"), the Weinberg Family Limited Partnership, an Ohio
limited partnership ("Weinberg FLP"), Byron S. Krantz ("Krantz") and the Krantz
Family Limited Partnership, an Ohio limited partnership ("Krantz FLP") (the
"Agreement").
The amendment described herein shall be effective only upon the effective
date of the initial public offering of shares of Class A Common Stock described
in the Company's Registration Statement on Form S-1 (Reg. No. 333-40535), as
originally filed with the Securities and Exchange Commission on November 19,
1997, as amended from time to time (the "Effective Date"). Unless otherwise
provided herein or the context requires otherwise, capitalized terms used
herein without definition shall have the meanings assigned to them in the
Agreement.
<PAGE>
<PAGE> 2
1. All references to Voting Stock in the Agreement shall include, but
not be limited to, the shares of Series D Preferred Stock, par value $0.01 per
share, of the Company now or hereafter owned by the parties.
2. Section 1.1 of the Agreement is hereby amended and restated as
follows:
"1.1 Scope of Agreement. This Agreement shall govern (i) the voting
of all shares of Voting Stock of which any party to this Agreement is now or
hereafter becomes the legal or beneficial owner, including, without limitation,
any shares of Voting Stock acquired upon the exercise of any stock options
issued by the Company, and (ii) all action taken by any of the Stockholders
with respect to any matter submitted to a vote of the stockholders of the
Company. For purposes of this Agreement, the term "beneficial owner" shall
have the meaning assigned to such term in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended. For purposes of this Agreement,
it is hereby understood and agreed that Harbert, Weinberg and Krantz are, and
that (upon succeeding to the rights and obligations of their respective fathers
hereunder) the Designated Successors will be, the beneficial owners of the
shares of Voting Stock now or hereafter owned by Harbert FLP, Weinberg FLP and
Krantz FLP (or the successors thereof), respectively."
3. Section 1.2 of the Agreement is hereby amended and restated as
follows:
"1.2 Restrictions on Transfer of Stock. This Agreement shall not
restrict in any manner whatsoever the sale, transfer, pledge or other
disposition of the shares of Voting Stock owned by any Stockholder; provided
that the parties acknowledge that the Series D Preferred Stock is subject to
the restrictions on transfer that are set forth in the Certificate of
Designation of the Series D Preferred Stock that is incorporated by operation
of law in the Second Amended and Restated Certificate of Incorporation of the
Company, as amended and/or restated from time to time."
4. Annex I to the Agreement is hereby amended and restated as set forth
in Annex I attached hereto and incorporated herein by reference.
5. The address of Harbert, Weinberg and the Company set forth in Section
4.1 of the Agreement is hereby amended as follows: Suite 30-5000, 200 Public
Square, Cleveland, Ohio 44114.
6. In all other respects the Agreement shall remain unchanged and in
full force and effect.
<PAGE>
<PAGE> 3
Please acknowledge the foregoing by signing the enclosed copy of this
letter below and returning it to me in the enclosed envelope as soon as
possible.
Very truly yours,
HAWK CORPORATION
By: /s/ Byron S. Krantz
----------------------------
Byron S. Krantz, Secretary
Enclosure
ACKNOWLEDGED AND AGREED:
/s/ Norman C. Harbert
- ----------------------------------
Norman C. Harbert
Harbert Family Limited Partnership
By:/s/ Norman C. Harbert
-------------------------------
Norman C. Harbert, Managing General Partner
/s/ Ronald E. Weinberg
- ----------------------------------
Ronald E. Weinberg
Weinberg Family Limited Partnership
By:/s/ Ronald E. Weinberg
-------------------------------
Ronald E. Weinberg, Managing General Partner
/s/ Byron S. Krantz
- ----------------------------------
Byron S. Krantz
Krantz Family Limited Partnership
By:/s/ Byron S. Krantz
-------------------------------
Byron S. Krantz, Managing General Partner
<PAGE>
<PAGE> 4
ANNEX I
Name and Address of Stockholder Shares of Voting Stock Owned*
- ------------------------------- -----------------------------
Norman C. Harbert 60,564 shares of Class A Common Stock
Hawk Corporation and 539 shares of Series D Preferred
200 Public Square, Suite 30-5000 Stock
Cleveland, Ohio 44114
Harbert Family Limited Partnership 1,107,561 shares of Class A Common
Hawk Corporation Stock and 150 shares of Series D
200 Public Square, Suite 30-5000 Preferred Stock
Cleveland, Ohio 44114
Ronald E. Weinberg 57,295 shares of Class A Common Stock
Hawk Corporation and 539 shares of Series D Preferred
200 Public Square, Suite 30-5000 Stock
Cleveland, Ohio 44114
Weinberg Family Limited Partnership 1,078,153 shares of Class A Common
Hawk Corporation Stock and 150 shares of Series D
200 Public Square, Suite 30-5000 Preferred Stock
Cleveland, Ohio 44114
Byron S. Krantz 27,096 shares of Class A Common Stock
Kohrman Jackson & Krantz P.L.L. and 119 shares of Series D Preferred
One Cleveland Center, 20th Floor stock
Cleveland, Ohio 44114
Krantz Family Limited Partnership 243,876 shares of Class A Common Stock
Kohrman Jackson & Krantz P.L.L. Stock and 33 shares of Series D
One Cleveland Center, 20th Floor Preferred
Cleveland, Ohio 44114
______________________________
* Reflects the number of shares after the public offering assuming full
exercise of the underwriters' over-allotment option.
<PAGE>
<PAGE> 1 EXHIBIT 7.3
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: May 15, 1998
By: /s/ Norman C. Harbert
-------------------------------------------
Norman C. Harbert
HARBERT FAMILY LIMITED PARTNERSHIP
By: /s/ Norman C. Harbert
-------------------------------------------
Norman C. Harbert, Managing General Partner
By: /s/ Ronald E. Weinberg
-------------------------------------------
Ronald E. Weinberg
WEINBERG FAMILY LIMITED PARTNERSHIP
By: /s/ Ronald E. Weinberg
-------------------------------------------
Ronald E. Weinberg, Managing General Partner
By: /s/ Byron S. Krantz
-------------------------------------------
Byron S. Krantz
KRANTZ FAMILY LIMITED PARTNERSHIP
By: /s/ Byron S. Krantz
-------------------------------------------
Byron S. Krantz, Managing General Partner
